Exhibit
10.4


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, dated this 9th of April, 2015, is entered into by and between:


 


(1)          Bang
Vapor, Inc., a Florida company with its principal business address at 1400 NE Miami Gardens Drive, Ste 202, North Miami Beach,
FL (the “Company”); and


 


(2)          Stian
Roenning, residing at 525 NE 65 ST, Unit B, Miami, FL 33138 (the ‘‘Employee”).


 


IT
IS AGREED as follows:


 


		1.	Appointment



 


		1.1	The Company appoints the Employee
                                         and the Employee agrees to serve as Marketing Officer of the Company.



 


		1.2	The appointment commenced on January
                                         2, 2015 and shall continue (subject to earlier termination as provided in this Agreement)
                                         for a period of three (3) years.



 


		1.3	The Employee warrants that by virtue
                                         of entering into this Agreement he/she will not be in breach of any express or implied
                                         terms of any contract with or of any other obligation to any third party binding upon
                                         him.



 


		2.	Duties of the Employee



 


The
Employee shall at all times during the continuance of his employment under this Agreement:


 


		2.1	devote so much of his time, attention
                                         and ability as is reasonably required to the duties of his appointment;



 


		2.2	faithfully and diligently perform
                                         those duties and exercise such powers consistent with them which are from time to time
                                         assigned to or vested in him;



 


		2.3	abide by the Articles of Incorporation
                                         and Bylaws of the Company and obey all lawful and reasonable directions of the Board;



 


		2.4	use his best endeavours to promote
                                         the interests of the Company;



 


		2.5	keep the Board promptly and fully
                                         informed (in writing if so requested) of his conduct of the business or affairs of the
                                         Company and provide such explanations as the Board may require; and



 


		2.6	not at any time make any untrue or
                                         misleading statement relating to the Company.



 


		3.	Remuneration



 


		3.1	During his appointment the Company
                                         shall pay to the Employee an annual salary of $50,000, payable every two weeks.



 


		4.	Bonus and Employee Stock Option



 


		4.1	On July 1, 2015, the Employee shall receive
                                         stock options to purchase 50,000 shares of Bang Holdings Corp. common stock at an exercise
                                         price of $0.001 per share, and 50,000 shares of Bang Holdings Corp. common stock at an
                                         exercise price of $0.50 per share. On July 1, 2016, the Employee shall receive stock
                                         options to purchase an additional 100,000 shares of Bang Holdings Corp. common stock
                                         at an exercise price of $0.001 per share, and an additional 50,000 shares of the Bang
                                         Holdings Corp. common stock at an exercise price of $0.50 per share. On July 1, 2017,
                                         the Employee shall receive stock option to purchase an additional 150,000 shares of the
                                         Bang Holdings Corp. common stock at an exercise price of $0.001 per share, and an additional
                                         50,000 shares of Bang Holdings Corp. common stock at an exercise price of $0.50 per share.
                                         All options shall be exercisable for 2 years from the date of issuance. Employee must
                                         continue to be employed by the Company on the dates set forth above to be eligible for
                                         the stock options.



 




    	 



    	 



    

 


		5.	Annual Leave



 


		5.1	The Employee will be given 15 days annual
                                         leave each year beginning on July 1, 2015. The Employee may carry forward his unused
                                         leave for a maximum period of one calendar year. Any period of leave not taken within
                                         this period will be deemed to be forfeited.



 


		6.	Restrictive Covenants



 


		6.1	Confidential & Proprietary Information.
                                         The Employee hereby acknowledges that, during his period of engagement, Employee may
                                         be exposed, either directly or indirectly, in writing or orally, to confidential and
                                         proprietary information belonging to the Company or relating to its affairs. Such information
                                         may include, without limitation: (i) technical information; (ii) business information
                                         (sales and marketing research, materials, lists, plans, accounting and financial information,
                                         identification of contacts and vendors, personnel records and the like); (iii) information
                                         or materials received from any third party subject to a duty to maintain the confidentiality
                                         thereof and to use such information only for certain limited purposes; (iv) work product
                                         of the Employee, the Company or any affiliate of the Company; and (v) other information
                                         designated as confidential or proprietary expressly or by the circumstances in which
                                         it is provided or created (“Confidential & Proprietary Information”).
                                         Confidential & Proprietary Information does not include: (i) information already
                                         known or independently developed by the Employee after the effective date hereof without
                                         use of the Company’s or any affiliate’s time, resources, or facilities; (ii)
                                         information in the public domain through no act of Employee or any other person or; (iii)
                                         information received by the Employee outside the scope of engagement hereunder from a
                                         third party who was free to disclose it. Employee hereby acknowledges and agrees that
                                         the Company is the exclusive owner of all Confidential & Proprietary Information.



 


		6.2	Covenant Not to Disclose. With respect
                                         to all Confidential & Proprietary Information, the Employee hereby agrees that, during
                                         the term of his employment with Employee and at all times thereafter, he or she shall
                                         hold in strictest confidence and not use or commercialize such Confidential & Proprietary
                                         Information, other than for the exclusive benefit of the Company, or disclose such information
                                         to any person or entity unless specifically authorized by the Company in writing.



 


		6.3	Covenant Not to Solicit. Employee agrees
                                         that for a period of two (2) years following termination of his employment with the Company,
                                         Employee shall not, without the prior written consent of the Company, solicit any other
                                         employees of the Company to leave the Company and join any other firm for the same period
                                         of two (2) years following termination of his employment with the Company.



 


		6.4	No Conflicts. Employee represents and
                                         warrants that (i) he is not restricted by any other contract or other limitation of any
                                         kind that would prevent or otherwise inhibit Employee from rendering the services contemplated
                                         hereunder; and (ii) in rendering services for the Company, the Employee will not use
                                         any pre-existing work or divulge any information of any previous employer or third party
                                         that would violate or infringe any proprietary rights of such employer or third party
                                         and agrees to defend, indemnify and hold the Company harmless from any claim to the contrary.



 


		7.	Termination of agreement



 


		7.1	The employment will be at-will, meaning
                                         that Employee or the Company may terminate the employment relationship at any time, with
                                         or without cause, and with or without notice.



 




    	 



    	 



    

 


		8.	General



 


		8.1	Governing Law. This Agreement shall
                                         be interpreted in accordance with, and the rights of the parties hereto shall be determined
                                         by, the laws of the State of Florida.



 


		8.2	Benefit. This agreement shall be binding
                                         upon and shall inure to the benefit of the parties hereto, their respective heirs, executors,
                                         administrators and assigns. This Agreement may not be assigned by Employee or the Company.



 


		8.3	Entire Agreement. This Agreement sets
                                         out the entire agreement and understanding of the parties and is in substitution for
                                         any previous contracts of employment or for services between the Company and the Employee
                                         (which shall be deemed to have been terminated by mutual consent).



 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Employment Agreement as of
the day and year first above written:


 


	The
    Employee	 	The
    Company
	 	 	 	 	 
	Stian
    Roenning	 	Bang
    Holdings Corp.
	 	 	 	 	 
	Signature	/s/
    Stian Roenning	 	Signature	/s/
    Steve Berke
	 	 	 	Name	Steve
Berke
	Date	04/09/15	 	Title	CEO
	 	 	 	Date	4/9/15